Legres AB (publ)

relating to the listing of

SEK 490,000,000 Senior Secured Callable Floating Rate Bonds due 2020

ISIN: SE0010023572

Carnegie Investment Bank AB (publ) and Skandinaviska Enskilda Banken AB (publ) as Joint Bookrunners and Skandinaviska Enskilda Banken AB (publ) as Issuing Agent

Prospectus dated 24 August 2017

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IMPORTANT NOTICE:

This prospectus (the "Prospectus") has been prepared by Legres AB (publ) (the "Issuer", or the "Company" or together with its direct and indirect subsidiaries unless otherwise indicated by the context, the "Group"), a public limited liability company incorporated in Sweden, having its headquarters located at the address, Box 26134, 100 41 Stockholm, with reg. no. 559085-4773, in relation to the application for the listing of the senior secured callable floating rate bonds denominated in SEK (the "Bonds") on the corporate bond list on Nasdaq Stockholm Aktiebolag, reg. no. 556420-8394 ("Nasdaq Stockholm"). Skandinaviska Enskilda Banken AB (publ) has acted as issuing agent in connection with the issue of the Bonds (the "Issuing Agent"). This Prospectus has been prepared in accordance with the standards and requirements of the Swedish Financial Instruments Trading Act (Sw. lag (1991:980) om handel med finansiella instrument) (the "Trading Act") and the Commission Regulation (EC) No. 809/2004 of 29 April 2004 implementing Directive 2003/71/EC as amended by the Directive 2010/73/EC of the European Parliament and of the Council (the "Prospectus Regulation"). The Prospectus has been approved and registered by the Swedish Financial Supervisory Authority (Sw. Finansinspektionen) (the "SFSA") pursuant to the provisions of Chapter 2, Sections 25 and 26 of the Trading Act. Approval and registration by the SFSA does not imply that the SFSA guarantees that the factual information provided in this Prospectus is correct and complete. This Prospectus has been prepared in English only and is governed by Swedish law and the courts of Sweden have exclusive jurisdiction to settle any dispute arising out of or in connection with this Prospectus. This Prospectus is available at the SFSA’s website (fi.se) and the Issuer’s website (sergel.com). Unless otherwise stated or required by context, terms defined in the terms and conditions for the Bonds beginning on page 42 (the "Terms and Conditions") shall have the same meaning when used in this Prospectus. Except where expressly stated otherwise, no information in this Prospectus has been reviewed or audited by the Company’s auditor. Certain financial and other numerical information set forth in this Prospectus has been subject to rounding and, as a result, the numerical figures shown as totals in this Prospectus may vary slightly from the exact arithmetic aggregation of the figures that precede them. This Prospectus shall be read together with all documents incorporated by reference in, and any supplements to, this Prospectus. In this Prospectus, references to "EUR" refer to the single currency introduced at the start of the third stage of European Economic and Monetary Union pursuant to the Treaty establishing the European Community, as amended, references to "SEK" refer to Swedish krona. Investing in bonds is not appropriate for all investors. Each investor should therefore evaluate the suitability of an investment in the Bonds in light of its own circumstances. In particular, each investor should: (a) have sufficient knowledge and experience to carry out an effective evaluation of (i) the Bonds, (ii) the merits and risks of investing in the Bonds,

and (iii) the information contained or incorporated by reference in the Prospectus or any supplements; (b) have access to, and knowledge of, appropriate analytical tools to evaluate in the context of its particular financial situation the investment in the

Bonds and the impact that such investment will have on the investor’s overall investment portfolio; (c) have sufficient financial resources and liquidity to bear all of the risks resulting from an investment in the Bonds, including where principal or

interest is payable in one or more currencies, or where the currency for principal or interest payments is different from the investor’s own currency; (d) understand thoroughly the Terms and Conditions and the other Finance Documents and be familiar with the behaviour of any relevant indices and

financial markets; and (e) be able to evaluate (either alone or with the assistance of a financial adviser) possible scenarios relating to the economy, interest rates and other

factors that may affect the investment and the investor’s ability to bear the risks. This Prospectus is not an offer for sale or a solicitation of an offer to purchase the Bonds in any jurisdiction. It has been prepared solely for the purpose of listing the Bonds on the corporate bond list on Nasdaq Stockholm. This Prospectus may not be distributed in or into any country where such distribution or disposal would require any additional prospectus, registration or additional measures or contrary to the rules and regulations of such jurisdiction. Persons into whose possession this Prospectus comes or persons who acquire the Bonds are therefore required to inform themselves about, and to observe, such restrictions. The Bonds have not been and will not be registered under the US Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. The Bonds are being offered and sold outside the United States to purchasers who are not, or are not purchasing for the account of, U.S. persons in reliance upon Regulation S under the Securities Act. In addition, until 40 days after the later of the commencement of the offering and the closing date, an offer or sale of the Bonds within the United States by a dealer may violate the registration requirements of the Securities Act if such offer or sale of the Bonds within the United States by a dealer may violate the registration requirements of the Securities Act if such offer or sale is made otherwise than pursuant to an exemption from registration under the Securities Act. The offering is not made to individuals domiciled in Australia, Japan, Canada, Hong Kong, the Italian Republic, New Zeeland, the Republic of Cyprus, the Republic of South Africa, the United Kingdom, the United States (or to any U.S person), or in any other country where the offering, sale and delivery of the Bonds may be restricted by law. This Prospectus may contain forward-looking statements and assumptions regarding future market conditions, operations and results. Such forward-looking statements and information are based on the beliefs of the Company’s management or are assumptions based on information available to the Group. The words "considers", "intends", "deems", "expects", "anticipates", "plans" and similar expressions indicate some of these forward-looking statements. Other such statements may be identified from the context. Any forward-looking statements in this Prospectus involve known and unknown risks, uncertainties and other factors which may cause the actual results, performances or achievements of the Group to be materially different from any future results, performances or achievements expressed or implied by such forward-looking statements. Further, such forward-looking statements are based on numerous assumptions regarding the Group’s present and future business strategies and the environment in which the Group will operate in the future. Although the Company believes that the forecasts of, or indications of future results, performances and achievements are based on reasonable assumptions and expectations, they involve uncertainties and are subject to certain risks, the occurrence of which could cause actual results to differ materially from those predicted in the forward-looking statements and from past results, performances or achievements. Further, actual events and financial outcomes may differ significantly from what is described in such statements as a result of the materialisation of risks and other factors affecting the Group’s operations. Such factors of a significant nature are mentioned in the section "Risk factors" below. This Prospectus shall be read together with all documents that are incorporated by reference, see subsection "Documents incorporated by reference" under section "Other information" below, and possible supplements to this Prospectus.

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TABLE OF CONTENTS

RISK FACTORS 4

THE BONDS IN BREIF 16

STATEMENT OF RESPONSIBILITY 20

DESCRIPTION OF MATERIAL AGREEMENTS 21

DESCRIPTION OF THE GROUP 23

MANAGEMENT 27

HISTORICAL FINANCIAL INFORMATION 30

OTHER INFORMATION 40

TERMS AND CONDITIONS OF THE BONDS 42

ADDRESSES 79

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RISK FACTORS

Investing in the Bonds involves inherent risks. A number of risk factors and uncertainties may adversely affect the Group. These risk factors include, but are not limited to, financial risks, technical risks, risks related to the business operations of the Group, environmental risks and regulatory risks. If any of these or other risks or uncertainties actually occurs, the business, operating results and financial condition of the Group could be materially and adversely affected, which could have a material adverse effect on the Group's ability to meet its obligations (including repayment of the principal amount and payment of interest) under the Bonds. Other risks not presently known to the Group and therefore not discussed herein, may also adversely affect the Group and adversely affect the price of the Bonds and the Group's ability to service its debt obligations. Prospective investors should consider carefully the information contained herein and make an independent evaluation before making an investment decision. The risk factors below contains various forward-looking statements, including statements regarding the intent, opinion, belief or current expectations of the Group or its management with respect to, among other things, (i) the Group's target market, (ii) evaluation of the Group's markets, competition and competitive position, (iii) trends which may be expressed or implied by financial or other information or statements contained herein. Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance and outcomes to be materially different from any future results, performance or outcomes expressed or implied by such forward-looking statements. The risk factors below are not ranked in any specific order.

Group and market specific risks Interest rate risk Interest rate risk is the risk that the Group's current and future net interest deteriorates due to adverse changes in interest rates. Interest rate risk arises when assets and liabilities are not matched in terms of interest rate durations. A deterioration of the Group's net interest due to unfavourable changes in interest rates will have a material adverse effect on the Group's financial position and results of operations. Currency risk Currency risk is the risk that the Group will suffer losses due to adverse changes in exchange rates. Currency risk also involves the risk that the estimated fair value of, or future cash flows from, a financial instrument fluctuate because of changes in currency exchange rates. The Issuer is exposed to currency risk mainly from Euro (EUR), Norwegian Krone (NOK) and Danish Krone (DKK). Currency risk arises from future commercial transactions, recognised assets and liabilities and net investments of foreign operations. Adverse changes in exchange rates will have a material adverse effect on the Group's financial position and results of operations. Risk regarding availability of capital Availability of capital is an important risk with regard to business growth potential and if sufficient capital is not available corrective actions must be initiated. Also, there is a risk that the Group becomes unable to fulfil its commitments or that it becomes able to fulfil its commitments only by borrowing cash and cash equivalents at a significantly higher cost, due to insufficient cash and cash equivalents currently held. The realisation of any of the aforementioned risks will adversely affect the Group's financial position and results of operations.

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Strategic risk The strategic risk is that the Group, through its choice of strategy, cannot achieve its business objectives. The strategic risk can materialize through adverse changes in business conditions in countries and/or business segments where the Group operate, which are impossible or too costly to mitigate. Such adverse changes can consist of changes in legislation, regulation, competitors' strategies, sales channels, or client behavior in general. Strategic risk also includes the risk that third parties adversely affect the Group's brand. The realisation of any of the aforementioned risks will adversely affect the Group's financial position and results of operations. Related party arrangements The Group is, and may in the future be, engaged in business arrangements with related parties. Such arrangements consist, e.g., of service agreements which the Sergel Entities (as defined in the Terms and Conditions) and subsidiaries of Marginalen Bank have entered into in connection with the Bond Issue (the "MB Service Agreements"). Under the MB Service Agreements, the Sergel Entities will provide services to subsidiaries of Marginalen Bank in respect of debt portfolios acquired by Marginalen Bank and/or its subsidiaries. Pursuant to the Terms and Conditions, the MB Service Agreements may not be materially amended within one year from the issue date of the Bonds and may not be terminated before the Bonds have been repaid in full. Consequently, the MB Service Agreements may be amended during the tenor of the Bonds and may be materially amended (e.g., in respect of the fee levels) from one year after the issue date of the Bonds. Such amendments can be disadvantageous to the Issuer. Furthermore, there is a risk that other agreements between the Issuer and its related parties will be entered into on terms and conditions that are unfavorable to the Issuer. If any of the above risks materialise, it will have a materially adverse effect on the Group’s operations, earnings and financial position. Operational risks Operational risk arises from human errors and system faults, insufficient or defective internal procedures or systematic internal fraud prevention as well as external events. Operational risk also includes risk pertaining to reputation and strategy as well as legal risk. Identification, management and control of operational risks are clear and integrated parts of the Group's business, but there is a risk that deficiencies or errors in internal processes and control routines, human errors, or external events that affect operations occur. This can result in a material adverse effect on the Group's financial position, business and services it offers or its assets. Regulatory risk The Group's operations are subject to legislation, rules, guidance, codes of conduct and government policies in the jurisdictions in which it conducts business. Regulatory authorities have broad jurisdiction over many aspects of the Group's business, marketing, advertising and terms of business. Financial services laws, regulations, rules, guidance, codes of conduct, government policies and/or their respective interpretations currently affecting the Group can change and the Group cannot predict future initiatives or amendments. Further, a volatile economic environment has resulted in greater focus on regulation. In addition, ongoing regulatory changes are influenced by consumer protection aspects which may impose stricter obligations on the Group. There is a risk that modifications to existing legislation, regulation, guidance, codes of conduct, government policies and/or their respective interpretations and/or new legislative and/or regulatory initiatives will affect the industry and markets in which the Group operate. The Group's financial performance can be negatively and adversely affected should unforeseen events relating to regulatory risks arise in the future, which will materially impair, amongst other things, the Group's current activities, sales and profitability.

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Moreover, there is currently a reform of data protection legislation on EU-level with the aim to strengthen individual rights and tackle challenges of new technology. A part of the Group's businesses includes processing of personal data. There is a risk that changes in the legislation in this area will negatively affect the Group's business throughout the EU. Ownership The Issuer is currently controlled by one principal shareholder, whose interests may conflict with the bondholders', particularly if the Issuer encounters difficulties or is unable to pay its debts as they fall due. The owner has the power to control all matters to be decided by vote at a shareholders' meeting and has the ability to appoint the board of directors of the Issuer. Furthermore, the owner may also have an interest in pursuing acquisitions, divestitures, financings or other transactions that, in its judgment, could enhance its equity investments, all transactions of which can involve increased risks for the bondholders. Further, there is nothing in the Terms and Conditions that prevent the owner or any of its affiliates from acquiring businesses that directly compete with the Issuer. If such business acquisitions occur, there is a risk that it will adversely affect the Group's operations, financial position and results. Risks relating to business expansion From time to time, the Issuer may evaluate potential acquisitions that are in line with the Issuer's strategic objectives. Even though the Issuer would conduct due diligence prior to the acquisitions, there ́ can be unidentified risks in acquired entities. This could lead to an adverse effect on the Group's business, earnings or financial position. The acquisition of the Sergel Entities and the future acquisition activities can present certain financial, managerial and operational risks, including diversion of management's attention from existing core business, challenges when integrating or separating businesses from existing operations and challenges presented by acquisitions which will not achieve sales levels and profitability that justify the investments made. If the acquisition or future acquisitions are not successfully integrated, there is a risk that the Group's business, financial condition and results of operations will be adversely affected. Future acquisitions can also result in dilutive issuances of the Group's equity securities, the incurrence of debt, contingent liabilities, amortization costs, impairment of goodwill or restructuring charges, any of which will have an adverse effect on the Group's business, earnings or financial position. Key personnel The Group is dependent upon a number of key employees that have developed the current efficient day-to-day operations and systems within the Group. There is a risk that key personnel will leave the Group in the future, or that they will take up employment with a competing business, which will have a negative effect on the Group's operations, earnings and financial position. There is furthermore a risk that the Group will not be able to recruit new, qualified personnel to necessary or desired extent. Risks relating to inadequate insurance The Group is subject to potential damages that can result in losses or expose the Group to liabilities in excess of its insurance coverage or significantly impair its reputation. Moreover, any claims the Group makes under one of its insurance policies or the occurrence of an event or events resulting in a significant number of claims being made can also affect the availability of insurance and increase the premiums the Group pays for its insurance coverage. Hence, if the Group is unable to maintain its insurance cover on terms acceptable to it or if future business requirements exceed or fall outside the Group's insurance coverage or if the Group's provisions for uninsured costs are insufficient to cover

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the final costs, there is a risk that it will adversely impact the Group's operations, earnings and financial position. Taxes and charges The Group conducts its business in accordance with its interpretation of applicable tax regulations and applicable requirements and decisions. It is possible that the Group's or its advisers' interpretation and application of laws, provisions and judicial practice has been, or will at some point be, incorrect or that such laws, provisions and practice will be changed, potentially with retroactive effect. If such an event should occur, the Group's tax liabilities can increase, which will have a negative effect on its earnings and financial position. Negative publicity The Group relies, among other things, on its brand to maintain and attract new customers and employees. There is a risk that any negative publicity or announcement relating to the Group and/or related parties of the Group (e.g. Marginalen AB and Marginalen Bank), whether or not it is justifiable, will deteriorate the brand value and have a negative effect on the inflow of deposits, net sales, earnings and financial position. Legal disputes There is a risk that claims or legal action in the future will be made or initiated against the Group which will have significant unfavourable effects on the Group's financial position, performance and market position or on the pricing of the Bonds. The risk of claims or legal action also relates to intellectual property rights, such as patents and trademarks, as the Group regularly assumes liability for any infringement of third party intellectual property rights in relation to its customers. Changes in legislation A number of legislation and regulations, taxes and rules can affect the business conducted by the Group. New or amended legislation and regulations can call for unexpected costs or impose restrictions on the development of the Group's business operations or otherwise affect earnings, which will have an adverse effect on the Group's business and results of business operations. Risks related to IT infrastructure The Group depends on information technology to manage critical business processes. Extensive downtime of network servers, IT attacks or other disruptions or failure of information technology systems can occur and will have a material adverse effect on the Group's operations and cause transaction errors and loss of customers. Competitive landscape The Group has a large number of competitors, some of whom have greater financial and operational resources than the Group. The competition can lead to increased costs with regard to attracting new customers, retaining current customers. If the Group fails to meet the competition from new and existing companies, this will have an adverse effect on the Group's business, earnings or financial position. Risk of termination and claims in relation to customer agreements The Group has entered into customer agreements with short notice periods, expiration dates in the near future and change of control provisions with counterparties of various materiality. If material counterparties terminate their agreements with relevant companies within the Group, or if the Group is not successful in negotiating renewal of agreements that are soon to expire or waivers of the right to terminate the agreements due to change of control, the revenue from such counterparties will cease. Furthermore, certain customer agreements do not contain adequate limitations of liability

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which can lead to significant losses if relevant companies within the Group are claimed for liability for breach of contract. If the aforementioned events would materialize, it will have a materially adverse effect on the Group's earnings and financial position. Dependency on the Seller The Group is highly dependent on the relationship with the Seller and its affiliates as well as with a few other material customers, from which a substantial part of the Group's revenue is generated. The terms of the customer agreements with the Seller and its affiliates that are governed by the Master Agreement will, depending on which service, expire in two to five years after Closing of the Acquisition, upon which there is no guarantee of renewal. Changes in the aforementioned customers' demand for the Group's services and the quality of the Group's relationship with these customers can thus have a major impact on the Group's earnings. Should the relevant customers, for any reason, cease to cooperate with the Group, or should their demand for the Group's services decrease, this will have a material adverse effect on the Group's earnings and financial position. Counterparty risk Counterparty risk is the risk that the counterparty of a contract will not live up to its contractual obligations. The Group is exposed to counterparty risk in all contracts. Should any of the Group's customers' financial position deteriorate there is a risk that they will not be able to meet their payment obligations under the customer agreements, which will have a material adverse effect on the Group's earnings and financial position. Highly integrated and outdated IT systems The IT systems that are used within the Sergel Entities are outdated. The outdated IT systems may need to be updated or entirely replaced, which will result in increased costs for the Group. Furthermore, the IT systems of the Sergel Entities and Seller are to a large extent integrated, which will be handled through a number of separation measures. There is a risk that not all of the necessary IT systems can or will be passed to the Group from the Seller, or that the Group will not be able to separate and properly make use of the relevant IT systems as anticipated. If the Group is not be able to use its IT systems properly or should malfunctions arise in connection with the separation measures, this will have an adverse effect on the Group's earnings and financial position. Service integration between the Seller and the Group The Seller is currently supplying the Sergel Entities with certain services, such as providing its employees with office space and assisting with the handling of its HR and IT solutions. In connection with the completion of the acquisition, the Seller and the Group have entered into a transitional services agreement (a "TSA") pursuant to which the Seller will continue to provide the Group with these services during time periods of 6-12 months, depending on the service in question. However, prior to the expiration of the TSA, the Group will have to start managing these services on its own. If the Group is not successful in handling these services, this will have an adverse effect on Group's earnings and financial position. Certain of the Sergel Entities' customers are competitors to the Group The Bank and the Sergel Entities operate in the same market, and some market participants are customers of the Group whilst also being competitors to the Bank. In connection with the completion of the acquisition, there is a risk that some customers will leave the Group due to its new relationship with the Bank. If such event were to arise this will adversely affect the Group's operations, financial position and results.

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Risks in relation to competitors in the transaction process The transaction process leading up to the acquisition was a controlled auction which means that further parties may have performed due diligence of substantially the same material relating to the Sergel Entities as the Issuer, including e.g. the draft Master Agreement and the underlying commercial agreements with the Seller and its affiliates. There is a risk that other bidders in the controlled auction are competitors of the Group and it cannot be ruled out that they will use sensitive commercial information possibly obtained during the auction process to compete with the Group and effectively solicit away the Group's most important customers. If the aforementioned risk materializes, it will materially adversely affect the Group's competitiveness, results and financial position. Risks of a carve-out transaction Before the acquisition, the Sergel Entities constituted a part of the Seller's group. Different functions within the Seller's group have the experience and the know-how necessary for conducting the day-to-day operations within the Sergel Entities. Following completion of the acquisition, the Sergel Entities have been carved out from the Seller's group. There is thus a risk that the Group will not have experience and know-how corresponding to the Seller's, which could negatively affect the results of operations of the Group as a whole. The materialization of the above risk will result in an adverse effect on the Group's business, financial condition and results of operations. Risk regarding pensions Sergel Kredittjänster AB has pension undertakings towards employees pursuant to the Swedish ITP2-scheme which have been secured partly through payments to the Seller's pension fund and partly through provisions on Sergel Kredittjänster AB's balance sheet, combined with a credit insurance with Försäkringsbolaget PRI Pensionsgaranti ("PRI"). Pursuant to the SPA relating to the acquisition, the Group has undertaken to procure that the Seller is released from its parent company guarantee in relation to PRI. It cannot be ruled out that PRI, as a worst case, refuses to grant a new credit insurance. In such case, the Group will be required to procure that the entire pension liability is redeemed by way of purchasing a pension insurance as a replacement for the pension fund and credit insurance. Furthermore, the Group has, in the SPA, in relation to Sergel Oy undertaken to arrange a resignation from Sonera's pension foundation, which implies that the relevant pension liabilities and funds need to be transferred to a new insurance provider in Finland. There is a risk that the necessary arrangements relating to the handling of the pension liabilities in Sweden and Finland will imply significant costs for the Group, which will result in a materially adverse effect on the Group's financial condition and results of operations.

Risks relating to the Bonds Credit risks towards the Group Investors in the Bonds carry a credit risk relating to the Group. The investor's ability to receive payment under the Bonds is therefore dependent on the Issuer's ability to meet its payment obligations, which in turn is largely dependent upon the performance of the Group's operations and its financial position. The Group's financial position is affected by several factors of which some have been mentioned above. An increased credit risk may cause the market to charge the Bonds a higher risk premium, which can affect the Bonds' value negatively. Another aspect of the credit risk is that a deteriorating financial position of the Group can reduce the Group's possibility to receive debt financing at the time of the maturity of the Bonds.

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Refinancing risk The Group may be required to refinance certain or all of its outstanding debt, including the Bonds. The Group's ability to successfully refinance its debts is dependent on the conditions of the debt capital markets and its financial condition at such time. Even if the debt capital markets improve, there is a risk that the Group's access to financing sources will not be available on favourable terms, or at all. The Group's inability to refinance its debt obligations on favourable terms, or at all, will have a material adverse effect on the Group's business, financial condition and results of operations and on the bondholders' recovery under the Bonds. Ability to comply with the Terms and Conditions The Group is required to comply with the Terms and Conditions. There is a risk that events beyond the Group’s control, including changes in the economic and business condition in which the Group operates, will affect the Group’s ability to comply with, among other things, the undertakings set out in the Terms and Conditions. Further, there is a risk that a breach of the Terms and Conditions will result in a default under the Terms and Conditions. Liquidity risks The Issuer intends to apply for listing of the Bonds on Nasdaq Stockholm, and has undertaken to have the Bonds listed within 60 days after the issue date of the Bonds. However, there is a risk that the Bonds will not be admitted to trading within the aforementioned time frame, or at all. If the Issuer fails to procure listing in time, investors holding Bonds on an investment savings account (Sw. ISK or IS-konto) will no longer be able to hold the Bonds on such account, thus affecting such Investor's tax situation. Further, even if securities are admitted to trading on a regulated market, active trading in the securities does not always occur and hence there is a risk that a liquid market for trading in the Bonds will not exist or is maintained even if the Bonds are listed. This can result in that the bondholders cannot sell their Bonds when desired or at a price level which allows for a profit comparable to similar investments with an active and functioning secondary market. Lack of liquidity in the market will have a negative impact on the market value of the Bonds. Furthermore, there is a risk that the nominal value of the Bonds will not be indicative compared to the market price of the Bonds if the Bonds are admitted for trading on the regulated market. It should also be noted that during a given time period it may be difficult or impossible to sell the Bonds (at all or at reasonable terms) due to, for example, severe price fluctuations, close down of the relevant market or trade restrictions imposed on the market. The market price of the Bonds may be volatile The market price of the Bonds could be subject to significant fluctuations in response to actual or anticipated variations in the Group's operating results and those of its competitors, adverse business developments, changes to the regulatory environment in which the Group operates, changes in financial estimates by securities analysts and the actual or expected sale of a large number of Bonds, as well as other factors. In addition, the global financial markets have experienced significant price and volume fluctuations in recent years, which, if repeated in the future, can adversely affect the market price of the Bonds without regard to the Group's operating results, financial condition or prospects. Interest rate risk The Bonds' value depends on several factors, one of the most significant over time being the level of market interest. The Bonds have a floating rate structure on 3 month STIBOR plus a margin and the interest rate of the Bonds will be determined two business days prior to the first day of each interest period. Hence, the interest rate is to a certain extent adjusted for changes in the level of the general interest rate. There is a risk that an increase of the general interest rate level will adversely affect the

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value of the Bonds. The general interest rate level is to a high degree affected by the Swedish and the international financial development and is outside the Group's control. Change of law This Prospectus, the Terms and Conditions and the other Finance Documents (as defined in the Terms and Conditions) are based on Swedish law in effect as at their respective date of issuance. There is a risk of judicial decisions or changes to Swedish law or administrative practice after the date of issuance of this material and the Terms and Conditions, the impact of which cannot be accurately predicted. There is a risk that changes or new legislation and administrative practices will adversely affect the investor's ability to receive payment under the Terms and Conditions. Ability to service debt The Issuer's ability to service its debt under the Bonds will depend upon, among other things, the Group's future financial and operating performance, which will be affected by prevailing economic conditions and financial, business, regulatory and other factors. If the Group's operating income is not sufficient to service its current or future indebtedness, the Group will be forced to take actions such as reducing or delaying its business activities, acquisitions, investments or capital expenditures, selling assets, restructuring or refinancing its debt or seeking additional equity capital. There is a risk that the Group will not be able to affect any of these remedies on satisfactory terms, or at all. Risks relating to the transaction security Although the Group's obligations towards the bondholders under the Bonds are secured, there is risk that the proceeds of any enforcement sale of the security assets will be insufficient to satisfy all amounts then owed to the bondholders. Furthermore, if the Issuer issues additional Bonds, there is a risk that the security position of the current bondholders will be impaired. The bondholders will be represented by the Agent in all matters relating to the transaction security. There is a risk that the Agent, or anyone appointed by it, does not properly fulfil its obligations in terms of perfecting, maintaining, enforcing or taking other necessary actions in relation to the transaction security. The transaction security is subject to certain hardening periods during which times the bondholders do not fully, or at all, benefit from the transaction security. The Agent shall take enforcement instructions from the bondholders. However, there is a risk that the Agent will act in a manner that is not preferable to the bondholders. The Agent is entitled to enter into agreements with the Issuer or a third party or take any other actions necessary for the purpose of maintaining, releasing or enforcing the transaction security or for the purpose of settling, among others, the bondholders' rights to the security. There is a risk that transaction security granted to secure the Bonds will be unenforceable or enforcement of the security may be delayed according to Swedish law or any other applicable laws. The enforceability of the transaction security can be subject to a certain degree of uncertainty. Applicable law can require that a security interest in certain assets can only be properly perfected and its priority retained through certain actions undertaken by the secured party or the security provider. There is a risk that the transaction security will not be perfected if the Agent or the relevant security provider is not able to or does not take the actions necessary to perfect or maintain the perfection of any such security. Such failure can result in the invalidity of the relevant transaction security or adversely affect the priority of such security interest in favour of third parties, including a trustee in bankruptcy and other creditors who claim a security interest in the same transaction security. If the Issuer were to be unable to make repayment under the Bonds and a court was to render a judgment that the security granted in respect of the Bonds was unenforceable, there is a risk that the

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bondholders will find it difficult or impossible to recover the amounts owed to them under the Bonds. Therefore, there is a risk that the security granted in respect of the Bonds will be ineffective in respect of any of the Issuer's obligations under the Bonds in the event the Issuer becomes insolvent. In addition, any enforcement can be delayed due to any inability to sell the security assets in a timely and efficient manner. Risks relating to the enforcement of the transaction security If the subsidiaries whose shares are pledged in favour of the bondholders are subject to any foreclosure, dissolution, winding-up, liquidation, recapitalization, administrative or other bankruptcy or insolvency proceedings, there is a risk that the shares in such subsidiaries will then have limited value because all of the subsidiaries' obligations must first be satisfied, potentially leaving little or no remaining assets in the subsidiary for the bondholders. As a result, the bondholders may not recover full or any value in the case of an enforcement sale of such pledged shares. In addition, there is a risk that the value of the shares subject to the pledge will decline over time. If the proceeds of an enforcement are not sufficient to repay all amounts due under or in respect of the Bonds, then the bondholders will only have an unsecured claim against the remaining assets (if any) of the Issuer for the amounts which remain outstanding under or in respect of the Bonds. The Issuer is dependent on the Sergel Entities The Issuer is a holding company and holds no significant assets. Accordingly, the Issuer is dependent upon receipt of sufficient income related to the operation of and the ownership in the Sergel Entities to enable it to make payments under the Bonds. The entities of the Sergel Entities are legally separate and distinct from the Issuer and will have no obligations to pay amounts due with respect to the Issuer's obligations and commitments, including the Bonds, or to make funds available for such payments. The ability of the Sergel Entities to make such payments to the Issuer is subject to, among other things, the availability of funds, corporate restrictions and the terms of each operation's indebtedness. Should the Issuer not receive sufficient income from the Sergel Entities, the investor's ability to receive payment under the Terms and Conditions will be adversely affected. Security over assets granted to third parties The Issuer and the subsidiaries may subject to certain limitations from time to time incur additional financial indebtedness and provide additional security for such indebtedness. In the event of bankruptcy, re-organization or winding-up of the Issuer, the bondholders will be subordinated in right of payment out of the assets being subject to security. For information on similar events of a subsidiary, please refer to the risk factor "Insolvency of subsidiaries and structural subordination" below. Insolvency of subsidiaries and structural subordination In the event of insolvency, liquidation or a similar event relating to one of the Issuer's subsidiaries, all creditors of such subsidiary will be entitled to payment in full out of the assets of such company before the Issuer, as a shareholder, will be entitled to any payments. There is a risk that defaults by, or the insolvency of, subsidiaries of the Issuer will result in the obligation of the Issuer to make payments under financial or performance guarantees in respect of such companies' obligations or the occurrence of cross defaults on certain borrowings of the Group. The Issuer and its assets will not be protected from any actions by the creditors of a subsidiary, whether under bankruptcy law, by contract or otherwise. Further, the Group operates in various jurisdictions and in the event of bankruptcy, insolvency, liquidation, dissolution, reorganization or similar proceedings involving the Issuer or any of its subsidiaries, bankruptcy laws other than those of Sweden could apply. The outcome of insolvency

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proceedings in foreign jurisdictions is difficult to predict and can therefore have a material and adverse effect on the potential recovery in such proceedings. Risks related to early redemptions and put options Under the Terms and Conditions, the Issuer has reserved the possibility to redeem all outstanding Bonds before the final redemption date. If the Bonds are redeemed before the final redemption date, the bondholders have the right to receive an early redemption amount which exceeds the nominal amount in accordance with the Terms and Conditions. However, there is a risk that the market value of the Bonds is higher than the early redemption amount and that it will not be possible for bondholders to reinvest such proceeds at an effective interest rate as high as the interest rate on the Bonds and will only be able to do so at a significantly lower rate. It is further possible that the Issuer will not have sufficient funds at the time of the mandatory prepayment to make the required redemption of Bonds. According to the Terms and Conditions, the Bonds are subject to prepayment at the option of each bondholder (put option) if an event or series of events occur whereby any person, other than the Owner, acquires control over the Issuer and where "control" means controlling, directly or indirectly, more than 50 percent of the voting shares of the Issuer, or the right to, directly or indirectly, appoint or remove the whole or a majority of the directors of the board of directors of the Issuer. There is, however, a risk that the Issuer will not have sufficient funds at the time of such prepayment to make the required prepayment of the Bonds and that such lack of funds will adversely affect the Issuer, e.g., by causing insolvency or an event of default under the Terms and Conditions, and thus adversely affect all bondholders and not only those that choose to exercise the option. Exchange rate risks and exchange controls The Issuer will pay principal and interest on the Bonds in SEK. This presents certain risks relating to currency conversions if an investor's financial activities are denominated principally in a currency or currency unit (the "Investor's Currency") other than SEK. These include the risk that exchange rates will significantly change (including changes due to devaluation of SEK or revaluation of Investor's Currency) and the risk that authorities with jurisdiction over the Investor's Currency will impose or modify exchange controls. An appreciation in the value of the Investor's Currency relative to SEK would decrease (1) the Investor's Currency-equivalent yield on the Bonds, (2) the Investor's Currency-equivalent value of the principal payable on the Bonds and (3) the Investor's Currency-equivalent market value of the Bonds. There is a risk that government and monetary authorities will impose (as some have done in the past) exchange controls that will adversely affect an applicable exchange rate. As a result, investors will receive less interest or principal than expected, or no interest or principal. No action against the Issuer and bondholders' representation In accordance with the Terms and Conditions, the Agent will represent all bondholders in all matters relating to the Bonds and the bondholders are prevented from taking actions on their own against the Issuer. Consequently, individual bondholders do not have the right to take legal actions to declare any default by claiming any payment from the Issuer and can therefore lack effective remedies unless and until a requisite majority of the bondholders agree to take such action. However, the possibility that a bondholder, in certain situations, can bring its own action against the Issuer (in breach of the Terms and Conditions) cannot be ruled out, which will negatively impact an acceleration of the Bonds or other action against the Issuer. To enable the Agent to represent bondholders in court, there is a risk that the bondholders and/or their nominees will have to submit a written power of attorney for legal proceedings. The failure of all bondholders to submit such a power of attorney could negatively affect the legal proceedings. Under the Terms and Conditions, the

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Agent will in some cases have the right to make decisions and take measures that bind all bondholders. Consequently, there is a risk that the actions of the Agent in such matters will impact a bondholder's rights under the Terms and Conditions in a manner that will be undesirable for some of the bondholders. Bondholders' meetings, modification and waivers The Terms and Conditions include certain provisions regarding bondholders' meeting. Such meetings can be held in order to resolve on matters relating to the bondholders' interests. The Terms and Conditions allow for stated majorities to bind all bondholders, including bondholders who have not taken part in the meeting and those who have voted differently to the required majority at a duly convened and conducted bondholders' meeting. Consequently, the actions of the majority in such matters can impact a bondholder's rights in a manner that will be undesirable for some of the bondholders. The Bonds have not been and will not be registered under the U.S. Securities Act of 1933, as amended, or any U.S. state securities laws. Subject to certain exemptions, a holder of the Bonds may not offer or sell the Bonds in the United States. The Issuer has not undertaken to register the Bonds under the U.S. Securities Act or any U.S. state securities laws or to affect any exchange offer for the Bonds in the future. Furthermore, the Issuer has not registered the Bonds under any other country's securities laws. Each potential investor should observe and obey the transfer restrictions that apply to the Bonds. It is the bondholder's obligation to ensure that the offers and sales of Bonds comply with all applicable securities laws. Due to these restrictions, there is a risk that a bondholder cannot sell its Bonds as desired. Risks relating to the clearing and settlement in Euroclear's book-entry system The Bonds will be affiliated to Euroclear Sweden's account-based system, and no physical notes will be issued. Clearing and settlement relating to the Bonds will be carried out within Euroclear's book-entry system as well as payment of interest and repayment of the principal. Investors are therefore dependent on the functionality of Euroclear's account-based system, which is a factor that the Issuer cannot control. There is a risk that Euroclear's account-based system will not function properly and that investors, as a result thereof, will not receive payments under the Bonds as they fall due. U.S. Foreign Account Tax Compliance Withholding The U.S. has introduced tax legislation, the Foreign Account Tax Compliance Act ("FATCA"), which may incline the Issuer to enter into an agreement with the U.S. tax authorities, inter alia, agreeing to report and withhold tax on transactions involving certain entities with certain connections to the U.S. If the Issuer enters into such agreement, there is a risk that it will under certain circumstances have to deduct U.S. tax on payment under the Bonds to certain investors, and such investors will not receive the full amount as anticipated in the terms of the Bonds. The application of FATCA to interest, principal or other amounts paid with respect to the Bonds is not clear. If an amount in respect of U.S. withholding tax were to be deducted or withheld from interest, principal or other payments on the Bonds, neither the Issuer nor any other party involved in making payments under the Bonds will, pursuant to the conditions of the Bonds, be required to pay additional amounts as a result of the deduction or withholding of such tax. As a result, investors may, if FATCA is implemented as currently proposed, receive less interest or principal than expected. The bondholders should consult their own tax advisers on how these rules may apply to payments they receive under the Bonds.

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Conflict of interests The Joint Bookrunners have engaged in, and/or may in the future engage in, investment banking and/or commercial banking or other services for the Issuer and the Group in the ordinary course of business. The Joint Bookrunners may thus in the future have relations with the Group other than those arising from its role in the issue of the Bonds. The Joint Bookrunners may, for example, provide services related to financing other than through the issue of the Bonds, such as investment banking services for, or other commercial dealings with, the Group. Therefore, conflict of interest may exist or may arise as a result of the Joint Bookrunners having previously engaged, or will in the future engage, in transactions with other parties, having multiple roles or carrying out other transactions for third parties with conflicting interests. There is a risk that such conflicts of interest will adversely affect the Group's ability to renew or maintain existing financing or obtain further financing and in turn have a material negative effect on the Group's operations, earnings and financial position

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THE BONDS IN BRIEF

The following summary contains basic information about the Bonds. It is not intended to be complete and it is subject to important limitations and exceptions. Potential investors should therefore carefully consider this Prospectus as a whole, including documents incorporated by reference, before a decision is made to invest in the Bonds. For a more complete understanding of the Bonds, including certain definitions of terms used in this summary, see the Terms and Conditions.

Issuer...................................... Legres AB (publ).

Bonds Offered ....................... SEK 490,000,000 in an aggregate principal amount of senior secured floating rate bonds due 2020.

Number of Bonds ................. 490.

ISIN ......................................... SE0010023572.

Issue Date ............................. 29 June 2017.

Issue Price ............................. 100 per cent.

Interest Rates ....................... Interest on the Bonds will be paid at a floating rate of three-month STIBOR plus a margin of 7.25 per cent. per annum (for a historic development of STIBOR, please see riksbank.se/en/interest-and-exchange-rates/search-interest-rates-exchange-rates/).

Interest Payment Dates ....... 29 March, 29 June, 29 September and 29 December of each year commencing on 29 September 2017. Interest will accrue from (but excluding) the Issue Date.

Nominal Amount ................ The Bonds will have a nominal amount of SEK 1,000,000 and the minimum permissible investment in the Bonds is SEK 1,000,000.

Status of the Bonds ............. The Bonds are denominated in SEK and each Bond is constituted by the Terms and Conditions. The Issuer undertakes to make payments in relation to the Bonds and to comply with the Terms and Conditions. The Bonds constitute direct, general, unconditional, unsubordinated and secured obligations of the Issuer, and:

shall at all times rank pari passu with all direct, unconditional, unsubordinated and unsecured obligations of the Issuer without any preference among them, except those obligations which are mandatorily preferred by law, and without any preference among them;

are freely transferable but the Bondholders may be subject to purchase or transfer restrictions with

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regard to the Bonds, as applicable, under local laws to which a Bondholder may be subject. Each Bondholder must ensure compliance with such restrictions at its own cost and expense.

See Clause 2 (Status of the Bonds) of the Terms and Conditions for further details.

Security .............................. The Bonds are secured by security interests granted on an

equal and rateable first-priority basis over the share capital of Legres AB (publ) and other assets of the Group. See the definition of "Security Documents" in Clause 1.1 (Definitions) of the Terms and Conditions.

Call Option ..........................

The Issuer has the right to redeem outstanding Bonds in full at any time at the applicable Call Option Amount in accordance with Clause 9.3 (Voluntary Total Redemption (call option)) of the Terms and Conditions.

The Issuer has the right to partially redeem outstanding Bonds on one occasion each calendar year in accordance with Clause 9.4 (Voluntary Partial Redemption) of the Terms and Conditions.

Call Option Amount ............

Call Option Amount means:

(a) 103.625 per cent. of the Outstanding Nominal Amount, if the Call Option is exercised on or after the First Call Date to, but not including, the date falling 30 months after the Issue Date;

(b) 101.8125 per cent. of the Outstanding Nominal Amount, if the Call Option is exercised on or after the date falling 30 months after the Issue Date to, but not including, the date falling 36 months after the Issue Date;

(c) 100.90625 per cent. of the Outstanding Nominal Amount, if the Call Option is exercised on or after the date falling 36 months after the Issue Date to, but not including, the date falling 42 months after the Issue Date; and

(d) notwithstanding paragraph (c) above, provided that the redemption is financed to more than 50 per cent. by way of one or several Market Loan issues, at any time from and including the date falling 3 months before the Final Maturity Date to,

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but excluding, the Final Maturity Date, at an amount equal to 100 per cent. of the Outstanding Nominal Amount together with accrued but unpaid Interest.

First Call Date...................... Means the date falling 24 months after the Issue Date.

Final Maturity Date ............. Means 29 December 2020.

Change of Control Event.................

Means the occurrence of an event or series of events whereby any person, other than the Owner, acquires control over the Issuer and where "control" means (a) controlling, directly or indirectly, more than 50 per cent. of the voting shares of the Issuer; or (b) the right to, directly or indirectly, appoint or remove the whole or a majority of the directors of the board of directors of the Issuer.

Change of Control Upon a Change of Control Event occurring that has not been waived by the bondholders in accordance with the Terms and Conditions, each bondholder shall have the right to request that all, or some only, of its Bonds be repurchased at a price per Bond equal to 101 per cent. of the Nominal Amount (plus accrued and unpaid interest) during a period of sixty (60) days following a notice from the Issuer of the Change of Control Event.

Certain Covenants ............... The Terms and Conditions contain a number of covenants which restrict the ability of the Issuer and other Group Companies, including, inter alia:

restrictions on making changes to the nature of their business;

a negative pledge, restricting the granting of security for Financial Indebtedness (as defined in the Terms and Conditions);

restrictions on the incurrence of Financial Indebtedness (as defined in the Terms and Conditions); and

limitations on the making of distributions and disposal of assets.

The Terms and Conditions contain a maintenance test which is satisfied if:

the Interest Coverage Ratio exceeds 2.50x;

the Net Interest Bearing Debt to EBITDA is not greater than 3.75x; and

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Issuer's Cash and Cash Equivalents amounts to at least SEK 20,000,000.

Each of these covenants is subject to significant exceptions and qualifications, see the Terms and Conditions.

Use of Proceeds .................. The purpose of the Bond Issue is to (i) finance the acquisition of the Sergel Entities including Transaction Costs, and (ii) finance general corporate purposes.

Transfer Restrictions ........... The Bonds are freely transferable but the Bondholders may be subject to purchase or transfer restrictions with regard to the Bonds, as applicable, under local laws to which a Bondholder may be subject. Each Bondholder must ensure compliance with such restrictions at its own cost and expense.

Listing ................................. Application has been made to list the Bonds on Nasdaq Stockholm.

Agent .................................. Means Nordic Trustee & Agency AB (publ), Swedish Reg. No. 556882-1879, or another party replacing it, as Agent, in accordance with the Terms and Conditions.

Security Agent .................... Means Nordic Trustee & Agency AB (publ) holding the Transaction Security on behalf of the Secured Parties.

Issuing Agent ...................... Means Skandinaviska Enskilda Banken AB (publ), or another party replacing it, as Issuing Agent, in accordance with the Terms and Conditions.

Governing Law of the Bonds Swedish law.

Risk Factors ......................... Investing in the Bonds involves substantial risks and prospective investors should refer to the section "Risk Factors" for a description of certain factors that they should carefully consider before deciding to invest in the Bonds.

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STATEMENT OF RESPONSIBILITY

The issuance of the Bonds was authorised by resolutions taken by the board of directors of the Issuer on 13 June 2017, and was subsequently issued by the Issuer on 29 June 2017. This Prospectus has been prepared in connection with the Issuer’s application to list the Bonds on the corporate bond list of Nasdaq Stockholm, in accordance with the Commission Regulation (EC) No. 809/2004 of 29 April 2004 implementing Directive 2003/71/EC as amended by the Directive 2010/73/EC of the European Parliament and of the Council and Chapter 2 of the Trading Act. The Issuer is responsible for the information given in this Prospectus. The Issuer is the source of all company specific data contained in this Prospectus and neither the Joint Bookrunners nor the Issuing Agent, or any of their representatives have conducted any efforts to confirm or verify the information supplied by the Issuer. The Issuer confirms that, having taken all reasonable care to ensure that such is the case, the information contained in this Prospectus is, to the best of the Issuer’s knowledge, in accordance with the facts and contains no omissions likely to affect its import. Any information in this Prospectus and in the documents incorporated by reference which derive from third parties has, as far as the Issuer is aware and can be judged on the basis of other information made public by that third party, been correctly represented and no information has been omitted which may serve to render the information misleading or incorrect. The board of directors confirms that, having taken all reasonable care to ensure that such is the case, the information in this Prospectus is, to the best of the board of directors’ knowledge, in accordance with the facts and contains no omission likely to affect its import. 24 August 2017 Legres AB (publ) The board of directors

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DESCRIPTION OF MATERIAL AGREEMENTS

The following is a summary of the material terms of material agreements to which the Issuer and/or a Group company is a party and considered as outside of the ordinary course of business. The following summaries do not purport to describe all of the applicable terms and conditions of such arrangements.

Share Purchase Agreement

The Issuer has, amongst others, entered into a share purchase agreement with Telia Company AB (publ) as seller regarding the purchase of Sergel Kredittjänster AB, Sergel Oy, Sergel Norge AS and Sergel A/S (the "Sergel Entities"). Under such share purchase agreement the Issuer and its parent company has undertaken certain warranties and covenants towards the seller, of which final expiry date is one (1) year after the closing of the acquisition.

Subordination Agreement

Legres Holding AB and the Issuer have entered into a subordination agreement with the Security Agent dated 30 June 2017 (the "Subordination Agreement"). Legres Holding AB has, as per the date of this Prospectus, granted shareholder loans to the Issuer in an amount of SEK 200,000,000 (including incurred and unpaid interest). In addition, Legres Holding AB may grant further shareholder loans to the Issuer in the future. In accordance with the Subordination Agreement, the Secured Parties (as defined in the Terms and Conditions) and Legres Holding AB have agreed that their respective claims against the Issuer shall rank in the following order of priority:

i. first, the Senior Debt (as defined in the Subordination Agreement); and ii. second, the Shareholder Debt (as defined in the Subordination Agreement).

Master Agreement

Sergel Kredittjänster AB, Sergel Norge AS, Sergel Oy (jointly referred to as the "Suppliers") and Telia Company AB (publ), amongst others, have entered into a master agreement, dated 11 October 2016 (the "Master Agreement"), concerning, inter alia, delivery of certain credit management services and clearinghouse services. Pursuant to the Master Agreement, the Suppliers shall, together with certain other suppliers, be the exclusive suppliers of, inter alia, debt purchase services to Telia Company AB (publ) and its affiliates for a term of two (2) years, subject to the terms and conditions of the Master Agreement.

Transitional Service Agreement

The Suppliers (as defined above), Sergel A/S (together with the Suppliers referred to as the "Sergel Companies") and Telia Company AB (publ), amongst others, have entered into a transitional services agreement, dated 30 June 2017 (the "Transitional Services Agreement"), concerning delivery of certain functions, systems and services previously shared with or provided by Telia Company AB (publ) (e.g. finance shared services, HR shared services, procurement and group IT services). Pursuant to the Transitional Services Agreement, each such service is provided to the Sergel Companies during a period of 6-12 months with a right for the Sergel Companies to prolong the term for 3 months at a time.

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Service Agreements

Separate service agreements have been entered into between Sergel Finans AB, Sergel Finans AS and Sergel Finans Oy (jointly referred to as the "Customers") and the Suppliers (as defined above), dated 30 June 2017 (the "Service Agreements"), pursuant to which the Suppliers have agreed to provide the Customers with certain credit management services (e.g. collection services, financial control and accounting support and related services) in accordance with the terms and conditions set out in each Service Agreement.

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DESCRIPTION OF THE GROUP

History and development

A brief description of the Group's history and development is accounted for below.

1987

Sergel is founded in Sweden as Televerket's in-house collection company.

1996

Sergel broadens its offering of credit management services.

2006

Expansion to Finland.

2007

Sergel acquires Moneto Kapital in Norway.

2010

Strategic decision that Sergel Sweden should focus on providing CMS to Telia Company.

2012

Strategic route in Sweden revised to serving the external market.

2014

Expansion to Denmark.

2017

Divestment of Sergel from Telia Company to Marginalen.

Legres AB (publ), the Issuer, was incorporated on 6 October 2016 and is a Swedish public limited liability company operating under the laws of Sweden with reg. no. 559085-4773. The registered office of the Company is Box 26134, 100 41 Stockholm and the Company’s headquarters is located at Adolf Fredriks kyrkogata 8, 111 37 Stockholm with telephone number 010-495 10 00. In accordance with the articles of association of the Company, adopted on 27 April 2017, the object of the Company is to serve as parent company for a group of companies conducting invoice services, credit reports, debt collection, legal business and other activities related thereto, in Sweden as-well as abroad. The Group provides credit management services and operates throughout the Nordic region.

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Business and operations

Introduction Sergel Kredittjänster AB was founded in Sweden in 1987 as Televerket's in-house collection company. Since then the Group has expanded to Finland, Norway and most recently Denmark. Nowadays the Group is a credit management service provider and it provides services throughout the entire credit life cycle, including credit decision, accounts receivable, debt collection and also clearinghouse. Below is a simplified structure chart for the group.

The Group – business overview

The Group's credit management services cover the entire value chain.

As a first part in the chain, the Group helps with credit decisions by providing credit scoring models, customer validation and credit monitoring of the customer's client. Currently, credit decision services are only offered to Telia because of the deeply embedded collaboration. However, a work plan has been formed to expand the CD business to external customers other than Telia.

Secondly the Group provides payment processing services before, in connection with and after due date of a debt claim in regards to accounts receivable. The service comprises ledger services, reminders, payment matching, payment plans, reporting and selective customer support.

The largest service area of the Group is debt collection. It provides debt collection and surveillance services throughout all its markets. The Group focuses a lot on ethics and corporate social responsibility to ensure amicable collections and to reach solutions suitable for both parties.

Lastly the Group provides content billing and SMS distribution services. This business involves acting as an intermediary between the content provider and the operator billing the end customer.

Business model and market overview

The customer focus is in transaction-intensive industries, such as communication, utilities, bank and finance. The Group also has strong connections to Telia, as Telia has divested a highly integrated non-core business, they are seeking a long term partnership for the services offered by the Group. The

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Group has exclusivity of providing services to Telia for the duration of the Master Agreement and the Transitional Service Agreement.

Share capital and ownership structure

The shares of the Company are denominated in SEK. Each share carries one vote and has equal rights on distribution of income and capital. As of the date of this Prospectus, the Company had an issued share capital of SEK 500,000 divided into 500,000 of shares The following table sets forth the ownership structure in the Company as per the date of this Prospectus.

Shareholder No. of shares Share capital Voting Rights

Legres Holding AB 500,000 100.00 % 100.00 %

Total 500,000 100.00 % 100.00 %

The Issuer is a wholly-owned subsidiary of Legres Holding AB.

Overview of Group structure

Currently, the Issuer has, directly and indirectly, 4 wholly-owned subsidiaries. Operations are conducted by the subsidiaries and the Issuer is thus dependent on its subsidiaries to generate revenues and profit in order to be able to fulfil its payment obligations under the Bonds.

Recent events

Acquisitions.

Prior the acquisition of the Sergel Entities, the Issuer had no operations. Following the acquisition of the Sergel Entities the Issuer is the parent company of the Sergel Entities. The acquisition of the Sergel Entities took place 30 June 2017. The acquisition has had a direct impact on the Issuer's future earnings, financial position and cash flow. The purchase price on a debt-free basis for the Sergel Entities amounted to SEK 690,000,000. The acquisition was funded with a bond issue of SEK 490,000,000 and subordinated loans of SEK 200,000,000. The bonds was issued on 29 June 2017. Carnegie Investment Bank AB (publ) and Skandinaviska Enskilda Banken AB (publ) acted as joint bookrunners and Skandinaviska Enskilda Banken AB (publ) as issuing agent. Following the acquisition the Group has recently entered into certain material agreements, as further described on page 21 above.

Significant change and trend information

There has been no material adverse change in the prospects of the Group since the date of publication of the Issuer's audited separate financial statements for the period 16 November 2016 to 30 April

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2017 published on sergel.com/investor-relations, besides the acquisition and the bond issue, as further described under Recent Events on page 25 above.

Legal and arbitration proceedings

Neither the Issuer nor the Group is, or has over the past twelve months been, a party to any legal, governmental or arbitration proceedings that have had, or would have, a significant effect on the Group’s financial position or profitability. Nor is the Issuer aware of any such proceedings which are pending or threatening and which could lead to the Issuer or any member of the Group becoming a party to such proceedings.

Credit rating

No credit rating has been assigned to the Issuer, or its debt securities.

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MANAGEMENT

The board of directors of the Issuer currently consists of 3 members which have been elected by the general meeting. The board of directors and the senior management can be contacted through the Issuer at its headquarters at Adolf Fredriks kyrkogata 8, 111 37 Stockholm. Further information on the members of the board of directors and the senior management is set forth below.

Board of directors

Glennow, Ewa, chairman of the board since 2016.

Education: BSc in Business Administration Lund University. Current commitments: ESCO Marginalen AB Member of the Board Marginalen AB - CEO, Member of the Board Marginalen Bank AB (publ) Member of the Board Konsult AB Marginalen Member of the Board Marginalen Group AB Member of the Board Legres Holding AB Member of the Board Legres AB Chairman of the Board Sergel Kredittjänster AB Member of the Board Sergel AS Member of the Board Sergel A/S Member of the Board Sergel OY Member of the Board

Strandberg, Charlotte, member of the board since 2016.

Education: Master of Laws (LL.M.) from Stockholm University.

Current commitments: Marginalen AB Executive vice president Marginalen Bank AB (publ) Executive vice president Konsult AB Marginalen Board Alternate Legres AB CEO, Member of the Board Sergel Finans AS Member of the Board SIA Sergel Member of the Supervisory Board UAB Sergel Member of the Supervisory Board

Örtlund, Per, member of the board since 2016.

Education: Bachelor of Economics and Business Administration from Stockholm University.

Current commitments: ESCO Marginalen AB Board Alternate Marginalen Group AB Board Alternate Legres Holding AB Board Alternate Legres AB (publ) Member of the Board Sergel Kredittjänster AB Board Alternate Sergel AS Board Alternate

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Sergel A/S Member of the Board Sergel Oy Board Alternate Sia Sergel Member of Supervisory Board UAB Sergel Member of Supervisory Board

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Management Strandberg, Charlotte, CEO of the Issuer since 2017 Education: See "Board of directors" for further details.

Current commitments: See "Board of directors" for further details. Örtlund, Per, CFO of the Issuer since 2017 Education: See "Board of directors" for further details.

Current commitments: See "Board of directors" for further details.

Conflicts of interest within administrative, management and control bodies

Ewa Glennow and Per Örtlund, both being members of the Issuer's senior management and board members of the Issuer, are also board members of the Issuer's parent company, Legres Holding AB and the Issuer's ultimate parent company, Marginalen Group AB. Ewa Glennow also owns shares in the Issuer's ultimate parent company Marginalen Group AB. While the Issuer recognises the potential conflicts described above, the Issuer does not believe that such potential conflicts constitute an actual conflict of interest between such individuals' duties to the Issuer and their private interests or other commitments.

Interest of natural and legal persons involved in the issue

The Joint Bookrunners and the Issuing Agent and/or its affiliates have engaged in, and may in future engage in, investment banking and/or commercial banking or other services for the Issuer and the Group in the ordinary course of business. Accordingly, conflicts of interest may exist or may arise as a result of the Joint Bookrunners and/or the Issuing Agent and/or its affiliates having previously engaged, or engaging in future, in transactions with other parties, having multiple roles or carrying out other transactions for third parties with conflicting interests.

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HISTORICAL FINANCIAL INFORMATION

Historical financial information

The separate financial statements for the Issuer for the period 16 November 2016 to 30 April 2017, including the auditors' report, are incorporated into this Prospectus by reference. The separate financial statements for the Issuer have been prepared in accordance with the annual accounts act and RFR 2 Accounting for legal entities. For particular financial figures, please refer to the pages set out below:

income statement, page 2;

balance sheet, page 3-4;

statement of changes in equity, page 5;

cash flow statement, page 6;

notes, page 8; and

the audit report, page 10-11. Other than the Issuer's separate financial statements for the Issuer for the period 16 November 2016 to 30 April 2017, the Group's auditor has not audited or reviewed any part of this Prospectus.

Auditing of the annual historical financial information

The Issuer is a newly established company and the current financial year is the first financial year for company. The separate financial statements for the period 16 November 2016 to 30 April 2017 have been audited by Deloitte AB, Rehnsgatan 11, 113 79 Stockholm. Kent Åkerlund is the auditor who is responsible for the Issuer. Kent Åkerlund is an authorized auditor and is a member of the professional body FAR, the professional institute for the accountancy sector in Sweden.

Age of the most recent financial information

The most recent financial information has been taken from the separate financial statements for the Issuer for the period 16 November 2016 to 30 April 2017, which was published on 23 August 2017 on the Issuer's website sergel.com.

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Pro forma financial information

Purpose of the pro forma financial information The Issuer is a special purpose vehicle with the ultimate parent Marginalen Group AB that prior to the acquisition of the Sergel Entities had no operations. Following the acquisition of the Sergel Entities the Issuer is the parent company of Sergel Kredittjänster AB, Sergel Oy, Sergel Norge AS and Sergel A/S. The acquisition of the Sergel Entities took place 30 June 2017. The acquisition has had a direct impact on the Issuer's future earnings, financial position and cash flow. The purchase price on a debt-free basis for the Sergel Entities amounted to SEK 690,000,000. The acquisition was financed with a bond issue of SEK 490,000,000 and a subordinated loan of SEK 200,000,000. The purpose of the pro forma financial information is to provide a general overview of how the acquisition of the Sergel Entities, the financing and the Servicing Agreements between the Suppliers and certain entities owned by the Customers (each as defined above) (together the “Transactions”), would have effected the Issuer’s consolidated income statement and the consolidated balance sheet. The pro forma balance sheet as of 31 March 2017 illustrates the effect of the Transactions made in connection with the acquisition of the Sergel Entities as described above might have had on the Issuer if the Transactions had been completed on 31 March 2017. The pro forma income statements for the year ended 31 December 2016 and first quarter ended 31 March 2017 illustrate the effect of the Transactions made in connection with the acquisition of the Sergel Entities as described above might have had on the Issuer if the Transactions, in each case, had been completed on 1 January 2016 and 2017, respectively. The pro forma financial information has been included to describe a hypothetical situation and has been prepared for illustrative purposes only. The pro forma financial information may not necessarily reflect the Issuer’s actual results of operations or financial position if the transactions had actually been completed on such earlier date(s) and such pro forma financial information should not be considered to be indicative of the Issuer’s results of operations or financial position for any future period. Basis of preparation of the pro forma financial information The pro forma balance sheet as of 31 March 2017 is based on unaudited trial balances prepared under local GAAP at 31st March 2017 for the Issuer, Sergel Kredittjänster AB, Sergel Oy, Sergel Norge AS and Sergel A/S. Sergel Kredittjänster AB's financial accounts have been prepared in SEK, Sergel OY's financial accounts have been prepared in EUR, Sergel Norge AS' financial accounts have been prepared in NOK and Sergel A/S' financial accounts have been prepared in DKK. Numbers have been converted to SEK using the prevailing rate as of 31st March 2017: SEK/EUR 9.5464, 100 SEK/NOK 104.1180 and 100 SEK/DKK 128.3495. The pro forma income statement for the three months ended 31 March 2017 is based on unaudited trial balances prepared under local GAAP for the first quarter ended 31 March 2017 for the Issuer, Sergel Kredittjänster AB, Sergel Oy, Sergel Norge AS and Sergel A/S. Numbers have been converted to SEK using the average exchange rate during the period: SEK/EUR 9.5065, 100 SEK/NOK 105.7667 and 100 SEK/DKK 127.8563. The pro forma income statement for the year ended 31 December 2016 is based on unaudited trial balances prepared under Swedish local GAAP for the year ended 31 December 2016 for the Issuer and

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Sergel Kredittjänster AB, under Finnish local GAAP for the year ended 31 December 2016 for Sergel Oy, under Norwegian local GAAP for the year ended 31 December 2016 for Sergel Norge AS and under Danish local GAAP for the year ended 31 December 2016 for Sergel A/S. Numbers in the pro forma financial information have been converted to SEK using the average exchange rate during the period: SEK/EUR 9.4704, 100 SEK/NOK 101.9931 and 100 SEK/DKK 127.2013. The Issuer will apply International Financial Reporting Standards as adopted by the EU ("IFRS") in its consolidated financial statements going forward. The pro forma financial statements have been prepared based on the accounting principles under IFRS. No benefits resulting from synergies or the costs of any integration activities are included in the pro forma financial information. Pro forma adjustments Pro forma adjustments are described below. Additional information can be found in the notes to each pro forma financial statements. All pro forma adjustments are expected to have a continuing impact on the group. Acquisition of the Sergel entities and directly attributable service agreements The acquisition of the Sergel Entities took place 30 June 2017. The purchase price on a debt-free basis for the Sergel Entities amounted to SEK 690,000,000. In accordance with IFRS, the Issuer has, through a purchase price allocation analysis, performed an allocation of the purchase price in which the fair values preliminary have been allocated to the Sergel Entities identifiable assets and liabilities. The preliminary purchase price allocation may be adjusted in connection with final valuation of identifiable assets and liabilities at fair value. This may imply that new intangible assets are identified which may result in future earnings being charged with other depreciations than those presented in the pro forma income statements. Prior to the consummation of the Transactions, Sergel Kredittjänster AB and Sergel OY have divested acquired debt portfolios (accounted for as Long term non-interest-bearing receivables and Other Receivables) to Telia Company owned entities, Sergel Finans AB and Sergel Finans OY. Sergel Finans AB and Sergel Finans OY have been divested to Marginalen Bank. Sergel AS has prior to the consummation of the Transactions, divested the shares in Sergel Finans AS (owner of the Norwegian acquired debt portfolios) directly to the Marginalen Bank. Net sales of those portfolios are adjusted and amounted to SEK 61,800,000 and are based on Sergel Kredittjänster AB, Sergel Oy and Sergel Norge AS’s unaudited management accounts. The Supplier Group provide services to the Customer Group. The Customer Group is engaged in the business of acquiring debt from third parties, both by way of acquisition of entire debt portfolios in single transactions, and through forward flow debt purchase agreements (“Business”). The Supplier Group has the processes and systems in place to provide certain services that the Customer Group requires for the purpose of operating the Business. In accordance with the Service Agreements the Supplier Group are entitled to receive a portion of the collections from the debt portfolios serviced by the Supplier Group and a mediation fee on any debt portfolio acquisition made by the Customer and mediated by the Supplier Group on behalf of the Customer Group. In addition the Supplier Group is entitled to be reimbursed for legal services and services provides in relation to international debt collection. The Supplier Group shall be liable for all legal fees incurred due to Supplier Group’s activities in regards to each debt. Mediation Fee of 8.3 % of the purchase value of any debt portfolio acquisition made by the Customer Group and mediated by the Supplier Group on behalf of the

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Customer Group. In the pro forma income statement for 2016 the mediation fees would have been SEK 21,600,000. In accordance with the Service Agreements the Supplier Group are entitled to compensation for services rendered and commission on collected amount. The commission is dependent on if the serviced debt was acquired prior or after the signing of the Service Agreements (the Effective Date). In the pro forma income statement for 2016 the servicing fees are SEK 48,800,000 based on services provided 2016.

In accordance with the Service Agreements the Group provides services to entities owned by Marginalen Bank. In the first quarter ended 31 March, 2017, the total fees payable to the Group would have been SEK 17,100,000 consisting of SEK 6,400,000 in mediation fees and SEK 10,700,000 in commission on collection fees, legal fees and collected capital and interest. In accordance with the Service Agreements the Group will re-invoice certain legal fees that in the first quarter ended 31 March 2017 amounted to SEK 4,800,000 according to unaudited management accounts. Further, production costs have been reduced with SEK 13,500,000 for amortisation of the debt portfolios sold by Sergel Oy to Marginalen Bank according to unaudited management accounts. Tax has been added on the pro forma adjustment. An estimated tax rate of 23% has been made based on historical tax rate. Financing On 29 June 2017, the Issuer issued a 3.5 year senior secured callable floating rate bond amounting to SEK 490,000,000. The Terms and Conditions of the bonds include certain financial covenants, inter alia, undertakings regarding interest coverage ratio and cash levels to be tested on a quarterly basis (the maintenance test). The Terms and Conditions also include rights for the bondholders, under certain circumstances, to request that the bonds be repurchased should a Change of Control Event (as defined in the Terms and Conditions) occur. Furthermore, the Terms and Conditions contain customary provisions regarding, inter alia, disposal of assets, dealings with related parties, complianc